Let’s feel good for a second or two.
It was easy, this time last year, to be scared as hell about the future. And the immediate future, at the time, lived down to expectations. This was especially true in the oil & gas sector, which by April saw drops in global demand and subsequent pricing that led to the infamous April 20, 2020 negative price crash.
But that was then. And there may be no better indicator that things have improved on that front than this week’s news that one of the bigger E&P consolidation deals we’ve reported on over the past few months is being challenged — not because the markets are down, but because they aren’t.
In December The Lawbook reported that Diamondback Energy had agreed to acquire Denver-based QEP Resources in an all-stock transaction valued at $2.15 billion. The price tag included Diamondback’s assumption of about $1.6 billion in QEP’s debt.
But what seemed like a good deal for both sides is being challenged by a major QEP shareholder, New York-based Glazer Capital. In a letter to QEP shareholders dated March 8, Glazer portfolio manager Mark Ort described the December deal as a “shotgun wedding” that ought to be called off — or at least renegotiated.
Put simply, the market has changed for the better, Ort says. Remarkably so. And as a result Glazer Capital plans to vote its 13.8 million shares (5.7%) against the combination at the special meeting of QEP shareholders on March 16. They are also urging other stockholders to vote “No.”
“Since the (Dec. 21) announcement of the Diamondback Acquisition, valuations and share prices of exploration and production companies have surged, rendering inadequate the current terms,” Ort wrote.
Under those terms each share of QEP would be exchanged for 0.05 shares of Diamondback stock, then valued at $2.29 per share, which at the time represented a 1% discount to QEP’s closing price on Dec. 18. As of Friday, QEP shares are valued under the Diamondback acquisition at $4.26 per share, a better than 85% increase. Moreover, a recent Institutional Shareholder Services analysis urging acceptance of the deal showed a 171% increase over Dec. 1 — the date they chose for comping the “unaffected” pricing of QEP shares.
But the Glazer Capital letter maintains that the value of companies like QEP — small cap E&P companies with a relatively higher percentage of debt to equity capital than their mid-cap counterparts — “have experienced a breathtaking surge” in their value as sell-price targets. Moreover, those 85% and 171% rises in valuation “pale in comparison” to 191% and 329% increases, respectively, as calculated by Glazer’s financial advisors Evercore against those same dates.
The problem is that QEP’s market pricing has lagged considerably behind the market prices of its small cap peers, which Glazer Capital says has resulted from the fact that its pricing has been pegged to that of Diamondback, a much larger company with a much smaller debt to equity ratio.
But the letter also notes that Diamondback’s offer seemed to have been made after a remarkably short engagement. Diamondback, according to the letter, first contacted QEP about making an offer for the company on Nov. 30. The merger agreement was signed only three weeks later.
“In hindsight, the shotgun wedding seems entirely unnecessary,” the letter said, pointing out that just this week Saudi Arabia agreed to extend its voluntary cut of 1 million barrels per day, and that Goldman Sachs has raised its Q2 Brent forecast to $75 per barrel and its Q3 forecast to $80.
Whatever the outcome of next week’s special meeting, and whatever its merits, this kind of stockholder disagreement seems a sign of a better spring than 2020. Consider that on March 9 last year, the WTI price at Cushing was $31.06 — and the number of U.S. deaths from the coronavirus had reached 22.
For the week ending March 6, there were 24 deals deals reported, including 13 M&A transactions worth $10.4 billion and 11 capital markets transactions valued at $3.2 billion. Those deals meant work for 10 different law firms and 196 Texas lawyers.
Weekly Corporate Deal Tracker Roundup Stats
A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
(Deal Values in Millions)
|Week Ending||Deal Count||Amount||Firms||Lawyers||M&A Count||M&A Value $M||CapM Count||CapM Value $M|
|May 14, 2022||11||$306.6||9||80||10||$306.6||1||$225|
|May 7, 2022||16||$10,451.75||12||108||12||$1,827||4||$8,624.75|
|April 30, 2022||16||$2,296.5||16||157||12||$895.5||4||$1,401|
|April 23, 2022||10||$2,241||11||58||8||$1641||2||$600|
|April 16, 2022||11||$6,643||7||156||8||$2,359||3||$4,284|
|April 9, 2022||17||$4,429||14||184||11||$1,690||6||$2,739|
|April 2, 2022||13||$1,755||8||84||10||$1,145||3||$610|
|March 26, 2022||11||$3,205||8||65||6||$200||5||$3,005|
|March 19, 2022||13||$2,239.17||9||106||13||$2,239.17||0||0|
|March 12, 2022||18||$12,016||11||239||15||$11,965||2||$51.35|
|March 5, 2022||17||$6,786||13||137||13||$5,161||4||$1,625|
|February 26, 2022||12||$5,095||8||149||9||$4,437.5||3||$658|
|February 19, 2022||17||$22,229||17||174||14||$21,354||3||$875|
|February 12, 2022||12||$2,344.7||10||73||8||$641.7||4||$1,703|
|February 5, 2022||11||$2,503||8||99||11||$2,503||0||0|
|January 29, 2022||11||$3,872||12||101||12||$3,872||0||0|
|January 22, 2022||13||$5,143.5||10||99||12||$4,842.5||1||$301|
|January 15, 2022||12||$7,605||9||155||9||$6,480||3||$1,025|
|January 8, 2022||13||$8,256.2||11||102||13||$8,256.2||0||0|
|January 1, 2022||9||$1,273.8||6||50||9||$1,273.8||0||0|
|December 25, 2021||21||$4,734.75||11||176||16||$3,410||5||$1,324.75|
|December 18, 2021||26||$7,325.2||15||193||18||$3,640.2||8||$3,685.2|
|December 11, 2021||16||$5,017||10||109||13||$1,417||3||$3,600|
|December 4, 2021||14||$2,310||8||86||8||$2,310||6||$1,882.05|
|November 27, 2021||9||$3.460.1||10||101||6||$1,758||3||$1,702.6|
|November 20, 2021||20||$22,792||15||157||12||$18,864.5||8||$3,928|
|November 13, 2021||21||$26,729||12||178||13||$11,822||8||$14,907|
|November 6, 2021||12||$8,303||13||157||10||$6,682||3||$1,621|
|October 30, 2021||21||$10,368||15||218||15||$9,24.4||6||$1,103.|
|October 23, 2021||21||$18.783.1||15||222||11||$12,314||10||$6,468.6|
|October 16, 2021||15||$3,868||11||118||15||$2,293||2||$1,575|
|October 9, 2021||20||$8,610||16||175||16||$7,795||4||$815|
|October 2, 2021||14||$6,250||11||137||10||$5,200||4||$1,050|
|September 25, 2021||11||$11,460||9||93||7||$10,200||4||$1,250|
|September 18, 2021||11||$16,603||8||99||8||$15,084||3||$1,519|
|September 11, 2021||17||$10,653||11||103||13||$8,503||4||$2,150|
|September 4, 2021||13||$7,222||10||89||11||$6,715||2||$507|
|August 28, 2021||12||$763||9||63||11||$663||1||$100|
|August 21, 2021||12||$29,659||7||79||11||$29,579||1||$80|
|August 14, 2021||22||$17,845||11||199||12||$12,805||10||$5,04|
|August 7, 2021||17||$13,670||12||139||15||$11,766||2||$1,904|
|July 31, 2021||21||$8,160||11||134||10||$3,574||10||$4,586|
|July 17, 2021||14||$4,009||11||124||12||$2,015||2||$1,994|
|July 10, 2021||16||$3,997||13||143||11||$1,597||4||$2,4|
|July 3, 2021||24||$7,492||13||94||16||$3,769||8||$3,722|
|June 26, 2021||10||$4,995||7||85||8||$3,847||2||$1,148|
|June 19, 2021||28||$16,830||8||228||9||$1,861||19||$14,968|
|June 12, 2021||26||$27,238||15||209||19||$25,602||7||$1,636|
|June 5, 2021||15||$15,539||13||100||13||$14,709||2||$600|
|May 29, 2021||35||$20,279||11||145||28||$18,64||7||$1,639|
|May 22, 2021||24||$53,208||14||174||17||$51,047||7||$2,161|
|May 15, 2021||18||$10,620||13||220||11||$5,870||7||$4,809|
|May 8, 2021||17||$10,400||11||156||15||$8,386||2||$2,500|
|May 1, 2021||21||$7,200||16||115||12||$3,808||9||$3,392|
|April 24, 2021||8||$20,200||9||31||8||$20,200||0||0|
|April 17, 2021||14||$6,270||8||102||11||$4,0180||3||$2,260|
|April 10, 2021||15||$8,940||13||129||14||$7,990||1||$950|
|April 3, 2021||18||$19,513||10||151||12||$16,923||6||$2,590|
|March 27, 2021||27||$13,942||15||244||14||$4,300||13||$9,633.5|
|March 20, 2021||11||$2,046||4||102||3||$270||8||$1,776|
|March 13, 2021||15||$3,270||9||109||6||$538||9||$2,732|
|March 6, 2021||24||$13,617||10||196||13||$10,395||11||$3,222|
|February 27, 2021||19||$8,105||12||139||15||$4,970||4||$3,135|
|February 20, 2021||9||$8,820||9||153||8||$8,520||1||$300|
|February 13, 2021||12||$4,852.6||7||81||7||2,766||5||$2,086.6|
|February 6, 2021||18||$9,752||13||153||14||$5,222||4||$4,530|
|January 30, 2021||18||$9,449||9||182||15||$8753.8||3||$695.3|
|January 23, 2021||14||$8,150||8||118||6||$4,000||8||$4,150|
|January 16, 2021||17||$6,783||13||138||11||$2,400||6||$4,382.9|
|January 9, 2021||22||$6,829||14||135||18||$3,139.3||4||$3,690|
|January 2, 2021||7||$1,466||7||60||7||$1,466||0||0|
|December 26, 2020||18||$15,900||12||163||16||$5,300||1||$600|
|December 19, 2020||18||$9,769||14||110||14||$8,426||4||$1,343|
|December 12, 2020||10||$7,200||9||100||9||$3,325||1||$3,830|
|December 5, 2020||15||$4,261||9||122||9||$2,780||6||$1,481|
|November 28, 2020||19||$7,758||10||110||13||$4,003||6||$3,755|
|November 14, 2020||14||$864.1||14||157||12||$289.1||2||$575|
|November 7, 2020||13||$6,332||9||129||9||$2,483.5||4||$3,849|
|October 31, 2020||10||$3,995.8||8||103||6||$3,231.1||4||$754.7|
|October 24, 2020||6||$18,100||6||58||5||$17,709||1||$350|
|October 17, 2020||8||$351.9||5||55||8||$351.9||0||0|
|October 10, 2020||7||$5,229||3||50||4||$735||3||$4,494|
|October 3, 2020||14||$21,428||9||173||9||$17,535||5||$3,893|
|September 26, 2020||10||$12,770||8||93||5||$10,300||5||$2,470|
|September 19, 2020||14||$8,365||9||101||6||$1,020||8||$7,345|
|September 12, 2020||6||$4,406||8||59||3||$1,270||3||$3,136|
|September 5, 2020||11||$5,191||8||117||9||$4,061||2||$1,130|
|August 29, 2020||11||$2,531||9||94||5||$1,130||6||$1,401|
|August 22, 2020||18||$6,574||12||140||7||$1,930||11||$4,644|
|August 15, 2020||13||$4,991||10||97||7||$1,216||6||$3,775|
|August 8, 2020||12||$32,092||11||112||9||$30,457||3||$1,635|
|August 1, 2020||7||$5,287||8||76||5||$3,687||2||$1,600|
|July 25, 2020||9||$18,751||6||67||7||$18,403||2||$348|
|July 18, 2020||6||$1,982.5||5||50||4||$1,407.5||2||$575|
|July 11, 2020||11||$565.1||12||75||10||$65.1||1||$500|
|July 4, 2020||10||$8,889||8||98||9||$8,788||1||$100.3|
|June 27, 2020||8||$6,874||10||50||5||$4,972.5||3||$2,081.5|
|June 20, 2020||12||$4,444||9||115||7||$2,829||5||$1,615|
|June 13, 2020||6||$3,582||4||37||2||$350||4||$3,232|
|June 6, 2020||11||$3,213.7||8||65||7||$470||4||$2,743.7|
|May 30, 2020||8||$7,335||7||48||6||$4,639||2||$2,697|
|May 23, 2020||4||$432.4||4||34||3||$432.4||1||0|
|May 16, 2020||6||$310||6||34||5||$310||1||0|
|May 9, 2020||18||$5,630||16||124||14||$3,180||4||$2,450|
|May 2, 2020||15||10,400||10||90||8||$1,900||7||$,8,500|
|April 25, 2020||8||$3,400||9||36||5||$1,000||3||$2,450|
|April 18, 2020||19||$9,500||14||92||8||$185.7||11||$9,360|
|April 11, 2020||12||$6,000||9||40||5||$190||7||$5,800|
|April 4, 2020||14||$8,200||11||68||10||$2,200||4||$6,000|
|March 28, 2020||16||$6,500||13||96||10||$3,700||6||$2,800|
|March 21, 2020||11||$11,910||7||33||7||$2,250||4||$9,960|
|March 14, 2020||7||809.8||6||34||6||684.8||1||125|
|March 7, 2020||16||$2,500||15||70||13||$669||3||$1,400|
|February 29, 2020||13||$15,260||13||128||11||$11,760||2||$3,500|
|February 22, 2020||12||$3,700||10||92||10||$2,560||2||$1,130|
|February 15, 2020||16||$1,250||10||84||12||$35||4||$1,222|
|February 8, 2020||18||$6,080||14||123||14||$2,595||4||$3,485|
|February 1, 2020||21||$20,900||12||101||14||$17,860||7||$3,060|
|January 25, 2020||13||$7,430||13||62||12||$6,430||1||$1,000|
|January 18, 2020||23||$9,580||15||120||19||$6,580||4||$3,000|
|January 11, 2020||21||$14,200||18||199||16||$1,020||5||$13,200|
|January 4, 2020||22||$6,400||11||119||16||$3,204||6||$3,245|
|December 28, 2019||22||$7,150||19||175||18||$6,800||4||$327.4|
|December 14, 2019||24||$36,300||23||167||19||$9,500||5||$26,800|
|December 7, 2019||11||$10,400||11||55||7||$1,082||4||$9,370|
|November 30. 2019||14||$2,450||12||126||12||$1,760||2||$692.5|
|November 23, 2019||16||$1,995||10||41||11||$615||5||$1,380|
|November 16, 2019||15||$3,820||13||135||11||$2,500||4||$1,271|
|November 9, 2019||25||$12,900||17||182||23||$12,200||2||$575|
|November 2, 2019||10||$2,470||12||61||9||2,450||3||$22|
|October 26, 2019||12||$5,560||14||70||11||$3,860||1||$1,700|
|October 19, 2019||8||$6,600||8||138||8||$6,600||0||0|
|October 12, 2019||19||$4,300||14||55||16||$3,800||3||$500|
|October 5, 2019||18||$14,500||19||166||15||$11,100||3||$3,400|
|September 28, 2019||19||$8,100||18||132||18||$7,560||1||$550|
|September 21, 2019||14||$6,300||16||66||11||$2,160||3||$4,170|
|September 14, 2019||15||$23,800||12||56||11||$21,250||4||$2,570|
|September 7, 2019||17||$3,500||15||98||14||$1,900||3||$1,600|
|August 31, 2019||5||$8,700||6||50||5||$8,700||0||0|
|August 24, 2019||16||$10,000||14||82||15||$4,250||1||$5,750|
|August 16, 2019||10||$1,680||5||52||7||$650||3||$950|
|August 9, 2019||17||$17,700||15||68||14||$3,900||3||$13,800|
|August 2, 2019||13||$5,760||12||108||13||$5,760||NA||NA|
|July 27, 2019||11||$7,300||13||76||8||$6,570||3||$730|
|July 20, 2019||13||$11,800||13||125||11||$5,300||2||$6,500|
|July 13, 2019||10||$775||7||46||8||$542.5||2||$233|
|July 6, 2019||7||$2,500||9||85||7||$2,500||0||0|
|June 29, 2019||23||$8,290||15||154||17||$2,300||6||$5,970|
|June 22, 2019||17||$10,700||10||139||14||$7,700||3||$3,000|
|June 15, 2019||11||$13,500||14||160||11||$13,500||NA||NA|
|June 8, 2019||13||$2,870||17||55||11||$1,570||2||$1,300|
|June 1, 2019||10||$4,460||11||60||8||$4,140||2||$315|
|May 25, 2019||17||$4,360||14||79||14||$3,700||3||$612|
|May 18, 2019||22||$9,000||17||150||16||$3,400||6||$5,600|
|May 11, 2019||18||$19,800||17||177||15||$18,300||3||$1,500|
|May 4, 2019||10||$7,075||6||32||8||$6,900||2||$175|
|April 27, 2019||15||$3,200||14||117||14||$3,160||1||$40|
|April 20, 2019||13||$13,500||10||90||9||$12,200||4||$1,300|
|April 13, 2019||16||$38,900||14||91||14||$37,800||2||$1,100|
|April 6, 2019||12||$6,870||11||94||10||$6,730||2||$50|
|March 30, 2019||15||$6,470||12||84||10||$7,91.5||5||$5,677|
|March 23, 2019||18||$6,450||14||91||14||$5,042||4||$1,408|
|March 16, 2019||14||$10,180||12||115||11||$8,800||3||$1,300|
|March 9, 2019||9||$1,800||6||49||8||$1,300||1||$500|
|March 2, 2019||20||$3,033||16||107||14||$1,817||6||$1,262|
|February 23, 2019||12||$2,040||8||69||9||$614.6||3||$1,430|
|February 16, 2019||16||$9,970||18||77||16||$9,970||0||0|
|February 9, 2019||14||$6,400||10||110||14||$6,400||0||0|
|February 2, 2019||18||$6,740||15||99||16||$5,720||2||$950|
|January 26, 2019||13||$2,770||11||67||11||$918.95||2||$1,850|
|January 19, 2019||15||$3,819||16||76||12||$2,594||3||$1,225|
|January 12, 2019||18||$7,283||14||92||15||$1,683||3||$5,600|
|January 5, 2019||10||$529||12||50||10||$529||0||0|
|December 22, 2018||17||$2,570||13||87||14||$941||3||$1,629|
|December 15, 2018||10||$2,860||8||26||8||$264||2||$2,600|
|December 8, 2018||15||$1,819||16||65||12||$552||3||$1,267|
|December 1, 2018||12||$7,500||10||90||9||$1,200||3||$6,200|
|November 28, 2018||15||$4,500||11||107||14||$4,000||1||$500|
|November 19, 2018||18||$6,137||13||98||13||$2,142||5||$3,995|
|November 14, 2018||18||$9,200||13||152||15||$8,500||3||$694|
|November 6, 2018||16||$17,300||16||183||14||$16,361||2||$950|
|October 29, 2018||14||$14,400||18||127||17||$13,800||1||$600|
|October 24, 2018||13||$6,140||13||126||11||$5,122||2||$1,018|
|October 17, 2018||18||$18,390||15||125||14||$12,292||4||$6,098|
|October 10, 2018||29||$3,149||18||104||20||$1,647||9||$819|
|October 2, 2018||18||$9,300||11||67||14||$7,300||4||$2,000|
|September 25, 2018||13||$7,000||11||75||10||$6,000||3||$995|
|September 18, 2018||9||$3,570||7||44||9||$3,570||0||0|
|September 11, 2018||13||$5,900||10||132||13||$5,900||0||0|
|September 7, 2018||14||$5,000||15||86||11||$4,000||3||$1,000|
|August 29, 2018||15||$20,700||14||79||13||$4,700||2||$16,000|
|August 20, 2018||10||$12,400||11||53||8||$11,380||3||$1,057|
|August 14, 2018||12||$19,900||12||132||9||$18,889||3||$1,011|
|August 7, 2018||16||$68,600||11||106||13||$67,259||3||$1,340|
|July 31, 2018||15||$15,100||15||95||11||$13,060||4||$2,060|
|July 23, 2018||13||$2,130||15||60||10||$1,804||3||$1,100|
|July 17, 2018||14||$5,370||17||98||9||$4,310||5||$1,100|
|July 9, 2018||16||$11,200||15||74||10||$11,080||6||$862|
|July 3, 2018||13||$7,000||7||81||12||$6,330||1||$750|
|June 25, 2018||15||$8,800||13||97||9||$4,970||6||$3,930|
|June 18, 2018||13||$14,200||14||80||7||$221||6||$14,290|
|June 11, 2018||12||$6,300||8||96||8||$5,910||4||$803|
|June 6, 2018||13||$14,500||10||88||8||$14,154||5||$579|
|May 31, 2018||11||$4,890||10||63||8||$3,240||3||$1,790|
|May 22, 2018||15||$20,400||11||63||9||$19,808||6||$885|
|May 15, 2018||15||$4,700||15||106||10||$3,900||5||$643|
|May 9, 2018||11||$1,400||13||88||9||$1,300||2||$560|
|May 1, 2018||8||$14,250||7||88||7||$13,400||1||$450|
|April 24, 2018||12||$5,300||6||61||11||$4,470||1||$800|
|April 17, 2018||9||$1,800||10||44||7||$2,330||2||$1,434|
|April 11, 2018||11||$2,500||8||32||6||$1,690||5||$809|
|April 3, 2018||15||$13,400||11||121||9||$12,020||6||$1,090|
|March 28, 2018||10||$4,000||10||92||7||$3,870||3||$215|
|March 19, 2018||17||$5,800||13||51||10||$590||7||$5,165|
|March 12, 2018||15||$3,130||11||43||11||$2,360||4||$788|
|March 6, 2018||19||$5,400||13||116||10||$1,530||9||$4,860|
|February 27, 2018||20||$6,600||13||69||14||$5,530||6||$1,030|
|February 19, 2018||15||$5,500||14||111||10||$3,990||6||$1,980|
|February 12, 2018||23||$10,900||17||157||12||$7,110||11||$3,840|
|February 5, 2018||16||$8,600||13||100||7||$1,330||9||$7,800|
|January 30, 2018||11||$12,600||11||68||5||$7,300||6||$4,982|
|January 24, 2018||19||$9,400||15||129||5||$2,010||14||$7,337|
|January 18, 2018||10||$6,280||8||49||2||$2,100||8||$4,188|
|January 9, 2018||12||$16,500||12||92||9||$15,890||3||$475|
|January 3, 2018||10||$2,500||9||47||8||$2,350||2||$150|
|December 27, 2017||15||$9,000||15||113||9||$7,568||6||$1,784|
|December 18, 2017||15||$13,800||16||164||9||$13,010||7||$1,118|
|December 11, 2017||14||$9,700||10||126||12||$2,940||4||$8,500|
|December 4, 2017||6||$1,800||6||31||5||$1,510||1||$300|
|November 28, 2017||7||$3,850||8||76||4||$3,260||3||$285|
|November 16, 2017||10||$2,700||10||48||6||$1,840||4||$856|
|November 8, 2017||15||$2,380||17||91||10||$1,860||5||$516|
|November 1, 2017||12||$4,700||17||94||9||$3,400||4||$1,300|
|October 23, 2017||15||$10,500||10||67||10||$9,780||4||$1,530|
|October 18, 2017||6||$2,000||37||3||$225||3||$1,820|
|October 10, 2017||12||$6,570||100||9||$3,880||3||$3,360|
|October 2, 2017||8||$3,100||11||19||3||$1,630||5||$1,750|
|September 25, 2017||8||$4,880||8||79||5||$2,660||5||$2,070|
|September 18, 2017||9||$4,770||3||$300||6||$4,470|
|September 12, 2017||11||$4,430||8||$2,030||3||$2,400|
|September 1, 2017||4||$1,310||3||$317||1||$1,000|
|August 23, 2017||11||$13,640||9||8||$11,840||3||$1,800|
The week before there were 18 deals worth $8.1 billion and in 2020 at this time there were 16 deals for $2.5 billion. In June, that would drop to six deals worth a paltry $310 million, so fears proved justified.
So, with a freshly-minted stock squabble as our guide, let’s hope that hope is equally justified.
M&A/JOINT VENTURES/PE FUNDING
Latham, Baker Botts Help Chevron Take Noble Midstream Private
As previously reported in The Lawbook, Chevron Corporation announced March 5 a take-private simplification deal for Noble Midstream Partners, acquiring all of the outstanding stock of Noble that Chevron doesn’t already own for an estimated $1.3 billion.
California-headquartered Chevron was advised by Latham & Watkins. Baker Botts advised the conflicts committee of the board of directors of Noble Midstream’s general partner, a committee composed of independent directors. Both teams included lots of lawyers in Texas.
Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Dominick Constantino; on environmental matters by Chicago counsel Sara Orr; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; and on regulatory matters by Washington, D.C. partner Eugene Elrod, with Washington, D.C. associate Christopher Randall.
Citi acted as financial advisor to Chevron.
The Baker Botts team was led by Houston partner Joshua Davidson with special counsel Laura Katherine Mann, senior associate Matthew Turner and associate Catherine Ellis, all of Houston. Tax advice came from partner Michael Bresson and senior associate Jared Meier; On oil & gas issues were special counsel Gerry Morton and associate Kyle Doherty, and partner Mark Bodron advised on employee benefits, all from Houston.
Janney Montgomery Scott acted as financial advisor to the conflicts committee.
Under terms of the agreement each of the outstanding shares of Noble not already owned by Chevron with be exchanged for a .1393 fraction of a Chevron common share.
Based in Houston Noble assets include a major presence in the DJ Basin of Colorado and the Delaware Basin in Texas.
DeepGreen Goes Public On the SPAC Route as Kirkland Advises
DeepGreen Metals, a Canadian provider of lower-impact battery metals from seafloor sources, announced March 4 that it is going public via merger with a Dallas-based blank check company. The company will be renamed TMC the metals company Inc. and operate as The Metals Company.
DeepGreen is merging with Sustainable Opportunities Acquisition Corp., an energy-centered SPAC managed by several former GenOn Energy executives. The combined companies are expected to have a pro forma valuation of $2.9 billion upon closing.
According to SEC filings DeepGreen will receive cash from a $330 million upsized PIPE that includes contributions from AllSeas as well as existing strategic investors like Maersk Supply Service and Glencore.DeepGreen would also receive net proceeds held in trust from the $300 million IPO reported by SOAC in May 2020.
Kirkland & Ellis and Strikerman Elliott advised SOAC with Citi serving as financial advisors.
The Kirkland team was led by transactional partners Doug Bacon and Ryan Brissette, along with associates Stephen Noh, Cale Curtin and Daniel Yip; capital markets partners Julian Seiguer, Peter Seligson and Bryan Flannery and associate James Long; and real assets partner Anthony Speier and associates Lindsey Jaquillard and Chis Atmar.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo and Fasken Martineau DuMoulin are serving as legal counseling DeepGreen, with Nomura Greentech as financial advisor.
Mayer Brown is acting as legal counsel to the placement agents, Nomura Securities International, Fearnley Securities Inc.
The DeepGreen business model is predicated on a looming shortage in the supply chain for such necessary metals as nickel and copper, vital raw materials for the current technologies for EV energy storage. Through its subsidiaries DeepGreen says it has exploration rights to the world’s largest private resource of unattached polymetallic nodules in the Pacific Ocean. Through a pilot of its offshore nodule collector system hopes to create and begin operations on a new low-risk, low-impact flow of the metals outside of conventional mining as early as 2024.
The combined company’s ambition is to become the world’s largest developer and producer of EV battery metals through a responsible approach with the lowest lifecycle ESG impact and low production cost.
“Sourcing battery metals is the biggest hurdle facing the clean energy transition, and the pipeline of new mining projects on land is insufficient to meet rising demand,” said Scott Leonard, CEO of SOAC. “We looked at over 100 companies, many of them in the EV and renewable energy space. DeepGreen stands above the rest. It offers a real, scalable solution to the raw materials problem, at a low production cost and with a significant reduction in the ESG footprint of metals. Assuming full-scale production, we expect The Metals Company to be among the lowest cost nickel producers in the world.”
Michaels Acquired by Apollo Global in $5B Take-Private Deal
The Michaels Companies announced March 3 that it is being acquired by the private equity firm Apollo Global Management. The transaction is valued at $5 billion, while Michaels holds an equity value of $3.3 billion.
The purchase price for the Texas-based arts and crafts retailer, $22.00 per share in cash, represents a 47% premium to the company’s closing price last Friday, before the possibility of a sale began to receive attention in the media.
Michaels GC Tim Cheatham tapped New York-based Ropes & Gray to advise Michaels on the transaction. UBS Investment Bank was its financial advisor.
Simpson Thacher & Bartlett and Paul, Weiss, Rifkind, Wharton & Garrison provided legal advice to Apollo Global. Credit Suisse was its financial advisor. There were no lawyers from Texas involved.
The Simpson Thacher team was led from Los Angeles by corporate partners Gregory Klein and Michael Kaplan, along with associates Daniel Switts and Claire Hutar. Pitching from Palo Alto were were Mark Myott, and Megan Whitman.
Like most brick-and-mortar retailers, Michaels has been under tremendous pressure for the past several years; first, because of the challenges borne by online competition, then by a global pandemic that accelerated that process.
“The Company’s impressive growth transformation, including our financial and operational performance in the unprecedented environment of the pandemic, led to an unsolicited offer to buy the company,” said James Quella, Chairman of the Michaels Board of Directors, in a statement.
Upon the completion of the transaction, Michaels will become a privately held company and shares of MIK common stock will no longer be listed on any public market.
The company currently operates 1,275 stores in 49 states and Canada with custom framing operations along with the sale of craft supplies.
New York-headquartered Apollo Global manages $455 billion in assets through at least 15 offices worldwide, including a major office in Houston.
Locke Lord Advises ProChem Energy on ReCap
On March 3, ProChem Energy Services — a provider of midstream production chemicals and corrosion protection services — announced a recapitalization partnership with Creedence Energy Services. Terms of the deal were undisclosed.
Headquartered in Healdton, Oklahoma, ProChem services oil & gas producers in the Permian, Eagle Ford and Scoop Stack Basins. In addition to its Oklahoma headquarters, ProChem has three locations in Texas in Odessa, Snyder and Oakwood.
Creedence Energy Services, based in Minot, North Dakota, provides chemicals and services for oilfield production and midstream operations the Bakken and Permian basins.
Locke Lord advised on the recapitalization with a team led from Houston by Joe Perillo and Rachel Fitzgerald, along with Jerry Higdon, Ed Razim, Freddy Feldman, Buddy Sanders, Evan Blankenau, Stuart Lawson, Case Towslee (also of Houston) and Mark Backofen (of Dallas).
The partnership includes founder John Turner and other managers of the largely family-owned business.
Creedence Energy Services is a portfolio company of Tower Arch Capital. Based in Salt Lake City, Utah, Tower Arch Capital specializes in small-to-midsize capital investments in entrepreneurial and family-owned businesses.
Kirkland Advises SPAC on $790M Acquisition of Rocket Lab
Rocket Lab, a private launch and space systems provider, announced March 1 that it is going public via SPAC merger with Vector Acquisition Corporation in a $790 million transaction.
The deal includes $320 million from Vector’s acquisition trust account and a fully committed $470 PIPE subscribed by Vector Capital, BlackRock and Neuberger Berman, among other top-tier investors. The combined companies will be named Rocket Lab and trade on the Nasdaq under the ticker RDLB.
Founded in 2006, Rocket Lab provides end-to-end mission services for civil, defense, and commercial markets. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron and Neutron launch vehicles and Photon satellite platform.
Vector Acquisition was advised by Kirkland & Ellis with a team led from Houston by corporate partners Debbie Yee and Sean Wheeler. The team also included partners Travis Distaso and Cephas Sekhar along with associates Sami Ghubril, Alon Takac, Alan Radegan and Charles Inclan; tax partner David Wheat and associate Nicole (Dressler) Martin; capital markets partner Christian Nagler; technology & intellectual property transactions partner John Lynn; executive compensation partner Rohit Nafday; and employee benefits partner Alexandra Mihalas.
Deutsche Bank Securities was financial advisor to Vector and placement agent on the PIPE.
Goodwin Proctor advised Rocket Lab on the deal, with Mogran Stanley as financial advisor.
Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 97 satellites to orbit for private and public sector organizations. The launches take place from company-operated sites in New Zealand and Virginia.
Following the closing of the transaction, the Company will continue to be led by Founder and CEO Peter Beck. Alex Slusky, CEO of Vector and CIO and Founder of Vector Capital, will join Rocket Lab’s Board of Directors alongside Sven Strohband of Khosla Ventures, David Cowan of Bessemer Venture Partners, Matt Ocko of DCVC and Mike Griffin, independent director.
Vector Acquisition, the blank check company, is led by technology investor Alex Slusky, founder and chief investment officer of Vector Capital, a San Francisco-based private investment firm focused on the technology sector.
NOW Inc. Acquires Flex Flow as Locke Lord Advises
NOW Inc. announced March 1 that it had acquired all the Flex Flow business assets from GR Energy Services, a portfolio company of Pine Brook. Terms of the all-cash acquisition were undisclosed.
Midland-based Flex Flow provides rental, sale and service of surface-mounted horizontal pumping systems and horizontal jet pumping systems.
Locke Lord advised the sellers, GR Energy on the deal, with a team led by Houston partner Joe Perillo and Jeannie Diep with assistance from Matt McKenna, Ed Razim, Sara Longtain, Jerry Higdon, Buddy Sanders and Steve Boyd (all of Houston) and Van Jolas (Dallas).
NOW Inc. is one of the largest distributors production products to energy and industrial markets in the upstream, midstream and downstream energy sectors.
Gibson Dunn Advises Meridian Adhesives on European Acquisitions
Median Adhesives announced the acquisition March 3 of GENTEC and FT Polymer, two European-based adhesive suppliers for the electronics, medical, aerospace and automotive industries. Terms of the transaction were undisclosed.
Both GENTEC and FT Polymer have been long-standing partners with Meridian’s electronics division, which is composed of Epoxy Technology, Inc., Epoxy Technology Europe, and Epoxies, Etc. GENTEC currently serves Belgium, The Netherlands and Luxembourg, while FT Polymer serves France, Morocco, Tunisia and Algeria.
The electronics division of Meridian Adhesives Group provides high technology products with experienced technical support. Epoxy, urethane, silicone and UV materials that are manufactured by Epoxy Technology and Epoxies, Etc. have been used in some of the most demanding applications in electronics production.
Gibson Dunn & Crutcher advised Meridian with a corporate team led from Houston by partner Stephen Olson and from Paris by partner Bernard Grinspan. The team included Texas-based partner James Chenoweth on tax, Dallas partner Krista Hanvey on benefits and lawyers from Los Angeles and Paris.
Meridian Adhesives is headquartered in Dalton, Georgia.
Digital Colony Advised by Simpson Thacher in $854M Boingo Wireless Acquisition
Digital Colony partners announced March 2 that it has agreed to acquire networked communications provider Boingo Wireless for $854 million, a take-private deal that includes the assumption of Boingo’s $199 million in debt.
Boingo Wireless, Inc., based in Los Angeles, is a leading distributed antenna system and Wi-Fi provider that serves carriers, consumers, property owners and advertisers. The $14 per share acquisition price represents a 23% premium to Boingo’s closing price of $11.40 on February 26.
Digital Colony affiliates involved in the transaction were advised by Simpson Thacher with a team led from Houston by partners David Lieberman and Christopher May.
They were backed by associates Sung Jin and Zain Rifat (Houston); partner Brian Gluck and associates Leah Nudelman and Simone Worthy (Credit); partner David Rubinsky, Counsel Joo Hyun Lee and associate Allison Sweeney (Executive Compensation and Employee Benefits); partners Ryan Bekkerus and Jonathan Lindabury and associate Caitlin Wood (Capital Markets); partner Drew Purcell and associates Brian Mendick and Suzy Yaster (Tax); partner Lori Lesser, Counsel Genevieve Dorment and associate Bobbie Burrows (IP); Senior Counsel Michael Isby (Environmental); and Counsel Dennis Loiacono (Real Estate). All attorneys are based in New York unless otherwise stated.
Headquartered in Boca Raton, Florida, Digital Colony is a global investment firm dedicated to strategic opportunities in digital infrastructure. The firm was launched in 2018 by Digital Bridge Holdings and Colony Capital, Inc. a leading global real estate and investment management firm.
Latham Advises Beacon Street Group in SPAC Go-Public Merger
Beacon Street Group, a subscription platform for self-directed investors, announced March 2 that it is going public through a SPAC merger with Ascendant Digital Acquisition Corp.
Under terms of the merger, Beacon Street will receive $564 million in cash, including $414 million from Ascendant’s funds in trust and another $150 million from a private placement PIPE.
Baltimore-based Beacon Street was advised in the transaction by Latham & Watkins with a team led by Ryan Maierson with lawyers from New York, Chicago, San Francisco and Washington, D.C.
Ascendant is focusing on businesses that operate within the “Attention Economy,” which includes various converging sectors, such as interactive entertainment, film/television, music, comics, board games, books, esports, live events and other forms of consumer entertainment, enabling services
Oppenheimer & Co. Inc. and Odeon Capital are serving as financial advisors to Beacon Street.
Ascendant was advised on legal matters by White & Case, with UBS Investment Bank serving as financial and capital markets advisors. UBS Investment Bank, Oppenheimer and Odeon Capital are co-placement agents on the PIPE, with Ropes & Gray advising the placement agents.
Beacon Street is currently comprised of 12 primary customer facing brands, offering more than 160 products, and serving a community of more than 10 million self-directed investors. Beacon Street is a 100% digital, direct-to-consumer company offering its research across a variety of platforms including mobile, desktops, and tablets.
Mark Gerhard, CEO of Ascendant, stated, “Our goal was to find a great business with a massive addressable market, strong leadership and compelling growth potential competing in what we call the ‘Attention Economy.’
“We believe Beacon Street’s world class, subscription-based financial information platform is aligned with our criteria.”
At the closing of the business combination, assuming no redemptions by Ascendant’s existing public stockholders, approximately 20% of the common stock of the Company is expected to be held by public investors, with existing Beacon Street equity holders owning the rest.
The board will initially be comprised of seven directors, including two directors appointed by Ascendant and five by Beacon Street, including Beacon CEO Mark Arnold and three independent directors.
Latham Advises Cipher Mining on SPAC Merger with Good Works
Cipher Mining Technologies Inc., a newly formed U.S.-based Bitcoin mining operation created by Bitfury, announced March 5 that it is going public via SPAC combination with Good Works Acquisition Corp. Bitfury is a full-service block chain provider based in Amsterdam.
Based in Houston, Good Works Acquisition is sponsored by I-B Good Works, an affiliate of I-Bankers Securities and is headed by CEO Fred Zeidman, co-chairman Douglas Wurth and president Cary Grossman.
Cipher Mining Technology is expected to receive approximately $595 million in gross cash proceeds including $170 million from the Good Works trust account raised via IPO in October and $425 million from fully committed stock PIPE. The PIPE anchored by Fidelity Management & Research and Counterpoint Global, an affiliate of Morgan Stanley, but also includes a $50 million in-kind investment from Bitfury.
The combined company is expected to be listed on the Nasdaq as CIFR with an enterprise value of $2 billion.
Cipher Mining was advised by Latham & Watkins with a team was led by partners David Stewart, based in Moscow, and the ubiquitous Ryan Maierson in Houston, as well a lawyers in Frankfurt, London, Los Angeles and New York. Wells Fargo Securities, is serving as lead financial advisor to Cipher Mining and co-placement agent on the PIPE.
Schiff Hardin is acting as legal counsel to Good Works and J.P. Morgan Securities is acting as its financial advisor. Mayer Brown is advising the placement agents.
Current Cipher Mining shareholders will become the majority owners of the combined company at closing with approximately 70% ownership in the pro forma company and all existing shareholders and investors will continue to hold their equity ownership subject to a two year lock-up period. The PIPE investors, including Bitfury, will own approximately 15%, Good Works, inclusive of its founder shares will own approximately 7.5%, and Cipher employees will own approximately 7% of the pro forma company at closing.
Norton Rose, Baker Botts Advise on Middle East deSPAC Transaction
Norton Rose Fulbright reported its involvement in an international SPAC transaction focused on Anghami, a popular streaming company in the Middle East.
Anghami announced March 3 that it was going public through merger with a blank check entity, Vistas Media Acquisition Company. The combined company will be known as Anghami and will be the first MENA technology company (Middle East or North African) to be traded on Nasdaq. It will trade under the ticker symbol “ANGH.”
Based in Abu Dhabi in the United Arab Emirates, Anghami was founded in 2012 by Eddy Maroun and Elie Habib as the first music-streaming platform in the MENA region. It offers more than 57 million songs with 1 billion streams a month to more than 70 million registered users, most of them Arabic speakers.
Anghami was advised by Norton Rose Fulbright with a team led from Istanbul but with heavy involvement from Texas-based lawyers. The team is led by Ayşe Yüksel Mahfoud, partner-in-charge of NRF’s Istanbul office. The team includes Houston partners Brian Fenske and Trevor Pinkerton, along with Houston associates David Moore and Rishika Sengupta. Dallas partner Todd Schroeder and statutory legal intern Cem Tecimer in Istanbul filled out the team.
Winston & Strawn acted as legal advisors to VMAC and Vistas Capital Media with deNovo as financial advisor.
VMAC, which raised $100 million in its IPO last August, is sponsored by Singapore-based Vistas Media Capital and SHUAA Capital, the UAE’s asset management and investment banking firm. SHUAA is listed on the Dubai Financial Market.
The company expects to have approximately $142 million of cash on its balance sheet at closing, including a $40 million PIPE subscribed by SHUAA for $30 million and by Vistas Media Capital for $10 million. Anghami was already backed by major MENA capital firms, who collectively own 68% of the company.
The company also has long standing partnerships with all major global labels including Universal Music Group, Sony Music and Warner Music Group. In addition, the Company has established direct partnerships with 36 telecommunication companies across the MENA region to boost free user acquisitions and facilitate conversion to paid subscriptions.
T&K Advises Riley Exploration on Go-Public Merger
Riley Exploration Permian Inc. announced that it had begun trading on March 1 following completion of a merger Feb. 25 between Tengasco and Riley Exploration — Permian LLC.
The merger included a 1 for 12 reverse stock split creating a reduction in shares of the combined company to about 17.8 million common shares and a change of headquarters for Riley from Greenwood Village, Colorado, to Oklahoma City. The shares are trading on the NYSE American.
Thompson & Knight advised Riley Expoloration — Permian with a team led by Amy Curtis, and included Dean Hinderliter, Debra Villarreal, Jason Loden, Tony Campiti, Ashley Phillips, Kurt Summers, Courtney Roane, Jana Wight, Matt Alexander and Lev Prichard. Riley Exploration Permian was also represented in the transaction by di Santo Law.
Davis Graham and Stubbs counseled Tengasco with ROTH Capital Partners serving as financial advisors.
The combined company is an independent oil and gas company with a focus in Permian Basin, particularly in the San Andres formation in the Permian’s Northwest Shelf.
V&E Advises Airbrake in Acquisition by LogicMonitor
LogicMonitor, a cloud-based provider of infrastructure monitoring, announced Feb.25 that it had acquired Airbrake, a performance monitor centered on program developers.
The company, based in Santa Barbara, California, said the platform will enable developers to gain visibility into workflows and development ensuring flawless deployment of program releases. Terms of the transaction were undisclosed.
Vinson & Elkins advised Airbrake with a corporate team was led by partner Paul Tobias. The team included senior associate Luke Thomas and associates Olivia Espy Huntington and Alan Albrecht. Also advising were partner David Peck, senior associate Allyson Seger and associate Maddie Brown (tax); partner Shane Tucker and senior associate Austin Light (executive compensation/benefits); senior associate Ben Cuckerbaum (technology transactions/IP); and partner Sean Becker and associate Peter Goetschel (labor/employment).
Based in San Francisco, Airbrake was founded in 2008 and received a round of funding by Elsewhere Partners. The company’s platform is designed to access on-demand application errors and user experience insights in real time. It also identifies and corrects errors throughout the code pipeline.
The Airbrake acquisition marks the second acquisition in just over a year for LogicMonitor, who also acquired Stockholm-based log analytics company Unomaly in January 2020.
CAPITAL MARKETS ISSUES
V&E Advise on $336 Million Focus Financial Secondary Offering
Focus Financial Partners Inc., an independent wealthy management fiduciary firm, announced Feb. 25 that it had priced an underwritten secondary offering of 7 million Class A common shares at $48.00 per share, an aggregate $336 million in proceeds.
Shares offered include 262,306 by Focus and 6,737,694 offered by Focus stockholders KKR and Stone Point Capital. Focus Financial will not benefit from the sale by those stockholders.
The V&E team was led by partner Brenda Lenahan with assistance from partner Robert Seber, senior associates Stancell Haigwood and Lucy Liu, and associate Maram Mahajna. Also advising on the matter were partner Lina Dimachkieh and senior associate Allyson Seger (tax).
Goldman Sachs & Co. LLC, BofA Securities, KKR, SPC Capital Markets LLC, Credit Suisse, BMO Capital Markets, Keefe, Bruyette & Woods and Truist Securities are acting as joint book-running managers and Fifth Third Securities, MUFG, Oppenheimer & Co., Raymond James, Regions Securities, Blaylock Van, Drexel Hamilton, Roberts & Ryan, R. Seelaus & Co., and Ramirez & Co., Inc. are acting as co-managers for the offering.
Focus said it will use the estimated $12.1 million from the sale of Focus common stock to exchange for newly issued units in Focus Financial Partners LLC, its operating subsidiary. The offering is not expected to dilute existing shares.
Latham Advises Warrior Technologies on $240M SPAC IPO
Latham & Watkins announced last week that it had advised Warrior Technologies Acquisition Corp. on its upsized IPO valued at $240 million.
The blank check company, headed by H.H. “Tripp” Womack III of Midland-based Anchor Energy Partners, as well as James P. Benson of Dallas-based Spectrum Capital, Todd Overbergen of Stellus Capital Management and Marc Rowland, founder of IOG Capital.
Latham & Watkins is representing Warrior Technologies Acquisition Company with a corporate deal team led by Houston partner Ryan Maierson, with Houston associates Dan Harrist, Erin Lee and Trevor Bossi. Advice was provided on tax matters by Houston partner Bryant Lee, with Houston associate Chelsea Munoz-Patchen; and on investment funds matters by Houston partner Ivana Rouse, with Houston associate Cassy Romano and Washington, D.C. associate Jason Xi.
Raymond James & Associates, Inc. and EarlyBirdCapital, Inc. are acting as joint book running managers for the offering.
The company says it will focus on acquiring an interest in “one or more businesses in the environmental services sector with a focus on environmental, social and governance (ESG) practices.”
Latham Advises on ECP Environmental Growth Opportunities IPO
Likewise, Latham reported its involvement last month in the IPO by the blank check company ECP Environmental Growth Opportunities Corp. priced at $345 million. The units began trading Feb. 9 on the Nasdaq under the ticker ENNVU.
Backed by Energy Capital Partners, the company says it intends to use the funds to “concentrate on combatting climate change by decreasing the carbon intensity of energy production, increasing the efficiency of industrial and consumer-related activities, expanding electricity storage and distribution, and improving the overall sustainability of the economy through efforts to lower pollution and increase beneficial reuse.”
The Latham team was led Houston partner Ryan Maierson and New York partner Andrea Schwartzman, with Houston associates Bryan Ryan, Jordan Mack and Brent Wagner and Washington, D.C. associate Dan Cote. Advice was also provided on tax matters by New York partner David Raab, with New York associate Ron Moore; and on benefits and compensation matters by Washington, D.C. partner David Della Rocca.
Barclays, Morgan Stanley and BMO Capital Markets served as book runners for the offering.
Superior Plus Corp. Places $600M in 2029 Notes
Superior Plus Corp. announced March 1, the pricing of its private offering of $600 million in unsecured notes due 2029.
The upsized offering was made by its wholly-owned subsidiaries, Superior Plus LP and Superior General Partner Inc. The size of the offering reflects an increase of US$100 million from the previously announced offering size of $500 million. The notes will bear interest at a rate of 4.5% per annum.
Latham & Watkins represents the initial purchasers in the offering with a deal team led by Houston corporate partners Michael Chambers and David Miller and Houston corporate associate Monica White, with assistance from Houston associates Denny Lee, Drew West, Sarah Dunn, and Dylan Carroll. Advice was also provided on tax matters by Houston partner Tim Fenn, with Houston associates Michael Rowe and Chelsea Muñoz-Patchen; and on environmental matters by Los Angeles counsel Joshua Marnitz.
Superior says it intends to use the net proceeds of the offering to redeem in full $350 million of its 7.0% senior unsecured notes due in July 2026 and use all remaining net proceeds to pay on its senior credit facility.
Toronto-based Superior holds two separate operating businesses, including an energy operation involved in the distribution of propane distillates and a special chemicals business.
In February, the company announced an agreement to sell the special chemicals business to Birch Hill Equity Partners for $725 million.
Latham Advises Underwriters in $300M Haymaker III SPAC IPO
On March 1, Haymaker Acquisition Corp III announced it had priced its IPO at $300 million, listing its units as HYACU the next day on the Nasdaq Capital Markets exchange.
Haymaker Acquisition aims to procure a company in the consumer and consumer-related products and services sector. Haymaker, the blank check company, is sponsored by Haymaker Sponsor III, an LLC headed by Stephen and Andrew Heyer. Stephen Heyer is chairman and COO of The Coca Cola Company. Andrew is CEO and founder of Mistral Equity Partners.
The underwriters were advised by Latham & Watkins with a team led by partners Marc Jaffe and Erika Weinberg in New York and Houston partner Ryan Maierson, with Houston associates Ryan Lynch and Madeleine Neet. Advice was also provided on tax matters by Washington, D.C. partner Andrea Ramezan-Jackson.
The Heyers have been early advocates for blank check company investments.
In 2018, Haymaker Acquisition, a SPAC headed by the Heyers, merged with OneSpaWorld in a take-public merger to become OneSpaWorld Holdings. Haymaker Acquisition II merged with ARKO Holdings, owners of a controlling in GPM Investments, a company that owns and operates a string of convenience stores and their affiliated suppliers.
Latham Advises Purchasers in $400M Notes Offering by Bristow Group
The Houston-headquartered Bristow Group announced the closing Feb. 25 of a $400 million private offering of 6.875% senior secured notes due 2028.
The company used the net proceeds from the offering to repay two term loans: $153.4 million to Macquarie Bank and $206.2 million to PK AirFinance. The company said it also intends to redeem $132.0 million in outstanding 7.750% senior notes due 2022.
Latham & Watkins LLP represents the initial purchasers in the offering with a Houston-based team led by partners Michael Chambers and Trevor Lavelle, with associates Drew West, Jessica Sherman, and Matt Cannon. Advice was also provided on tax matters by Houston partner Bryant Lee, with associate Dom Constantino; on environmental matters by Houston partner Joel Mack, with Los Angeles counsel Josh Marnitz; and on finance matters by Houston partner Pamela Kellet, with associate Max Fin.
V&E Advises Live Oak Mobility SPAC in $253M Upsized IPO
Live Oak Mobility Acquisition Corp., a blank check company sponsored by Live Oak Merchant Partners, announced March 4, that it had closed an up-sized IPO that yielded $253 million in aggregate proceeds.
When it filed with the SEC in February, the SPAC said it intended to raise up to $200 million in its initial public offering.
The company intends to use the funds to invest among companies in the mobility and motion technology sectors, which could include emerging technology companies, component/material suppliers, infrastructure providers and other mobility-related services.
Headquartered in Memphis, the acquisition company is led by Bob Ferguson of consultants Hawksbill Group, Richard J. Hendrix, founder of Live Oak Merchant Partners.
Vinson & Elkins advised Live Oak Mobility with a team led by partners Sarah Morgan and Scott Rubinsky, with assistance from senior associate Zachary Swartz and associates Layton Suchma and Carmen Guidry. Also advising were partners Jason McIntosh, senior associate Brian Russell and associate Lauren Nieman (tax).
Jefferies and BofA Securities acted as the book-running managers for the offering.
Winston Advised ION Geophysical on Direct Stock Offering
ION Geophysical, a Houston-based geodata provider for the energy and defense industries, announced the completion Feb. 25 of its direct offering of $10.5 million of its common stock.
The 2,990,001 shares at $3.50 per share.
A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.
V&E Advises Underwriters for National Retail Properties Notes Offering
National Retail Properties announced March 1, a $450 million public offering of its 3.5% unsecured notes due 2051. The notes were offered at 98.132% with a yield to maturity of 3.602%, payable semi-annually.
The offering closes this week.
BofA Securities, Inc., Wells Fargo Securities, Morgan Stanley & Co., TD Securities (USA) and U.S. Bancorp Investments, Inc. are acting as joint book-running managers and representatives of the underwriters for the offering. RBC Capital Markets, Truist Securities, Inc. and PNC Capital Markets are acting as joint book-running managers for the offering. Citigroup Global Markets Inc., Capital One Securities, Inc. and Raymond James & Associates, Inc. are acting as senior co-managers for the offering.
Vinson & Elkins served as underwriters’ counsel with a team led by partners Chris Green and David Stone with assistance from associates Erin Torrez and Tyler Johnson. Advising on tax issues were partner Chris Mangin, senior associate Paige Anderson and associate Eyad Saqr.
Headquartered in Orlando National Retail holds retail properties with long term leases for chain operations like AMC, 7-Eleven, Camping World, LA Fitness, Main Event and Taco Bell.
Dallas Biopharmaceutical Instil Bio Registers IPO
Instil Bio, a Dallas-based biopharmaceutical that specializes in developing oncological technologies, filed with the SEC Feb. 26 for its initial public offering. The offering has not been formally priced.
Instil Bio describes the core of its business as developing tumor infiltrating lymphocytes (TIL) for the treatment of cancer. TIL has shown efficacy in the treatment of solid tumors. The company is currently building manufacturing facilities in the Los Angeles area and operates a facility in Manchester, UK.
Cooley is advising Instil Bio. Latham & Watkins is advising the underwriters with lawyers in New York.
Founded in 2918, the company in-licensed its first TIL technology from Immetacyte Ltd., a company that it acquired in March 2020 for $15.5 million, according to SEC documents. In the lifetime of the venture, it has raised $380.7 million, including $52.5 million thus far in 2021.
Latham Advises SPAC Flame Acquisition in $287.5M IPO
Flame Acquisition Corp., a blank check company sponsored by Houston investor James C. Flores, announced March 1 that it had completed its IPO with gross proceeds of $287.5 million. The company says it will use the finds to find a suitable investment target in the energy industry.
A longtime energy executive, Flores is chairman and CEO of Sable Permian Resources and on the advisory board of Intrepid Financial Partners.
Latham & Watkins is advising Flame with a corporate deal team led by Houston partner Ryan Maierson, with Chicago associates Ben Winnett and Ryan Hudson. Advice was also provided on tax matters by Houston partners Bryant Lee and Jim Cole, with Houston associate Marianne Standley; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on investment funds matters by Houston partner Ivana Rouse, with Houston associate Cassy Romano. The team included other lawyers in New York and Washington D.C.
Cowan and Intrepid were joint book runners for the deal.